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April, May and June are the usual period for holding annual meetings of companies, including joint stock and limited liability companies. The restrictions introduced due to the coronavirus pandemic are not expected to be lifted by the time meetings are held; on the contrary, there is a risk that they will be tightened. The restrictions currently in force derive from the Act on the Prevention and Control of Infections and Infectious Diseases in Humans, the Act on Special Measures to Prevent, Counteract and Combat COVID‐19, Other Infectious Diseases and the Crisis Situations They Cause and the Council of Ministers regulation of 19 March 2021 establishing certain restrictions, orders and prohibitions in connection with the occurrence of an epidemic, last amended on 29 March 2021.
In this legal alert, we wish to outline recent changes in the law that will affect the procedure for preparing and approving the financial statements of limited liability companies, including the payment of dividends.
According to the Minister of Finance, Funds and Regional Policy regulation of 26 March 2021, published on 29 March 2021, amending the regulation on setting other deadlines for meeting obligations as regards records and as regards preparing, approving, making available and filing with the competent register, entity or authority reports or information, obligations related to approving the 2020 financial year have been postponed for three months so, e.g. companies (limited liability companies and joint stock companies) whose financial year coincides with the calendar year are required to:
NB! If for any reason the financial documents cannot be approved by 30 September 2021, the unapproved financial documents have to be filed with the National Court Register by 15 October 2021. If the financial documents are approved in the future, they must be resubmitted to the National Court Register together with other documents (resolutions on approval, auditor's opinion).
We would like to remind you that failure to comply with these time limits may lead to a fine being imposed on management board members of up to PLN 1,040,000 or restriction of liberty (e.g. community service obligation).
We would like to remind you that, on 31 March 2020, the legislator introduced the option to participate in meetings by means of direct communication that allows two‐way communication between the persons participating in the meeting and ensure the secrecy of certain votes.
The current provisions of the above‐said Council of Ministers regulation of 19 March 2021 stipulate that all meetings, gatherings and assemblies are prohibited except for business and professional gatherings and assemblies. There may be doubts as to whether a shareholders' meeting/general meeting can be classified as a business gathering or assembly and in practice there have already been situations where meetings have been disrupted by the police or health services.
Of course, members of a company's management board or supervisory board, a notary or other recording clerk, or the company's employees required to handle the meeting may attend a shareholders' meeting/general meeting. In order to eliminate the above risk, shareholders may be represented by a professional proxy who, when representing the principal, performs professional activities.
In view of the doubts about interpreting the regulations and the inconsistent practice of state authorities, including recent announcements of the intensification of checks on compliance with restrictions, we recommend limiting the number of people physically participating in a meeting, both in the traditional form, i.e. exclusively in‐person, and with remote participation.
Please remember that, in line with current legislation, in public spaces and in office and service buildings, it is obligatory to cover your nose and mouth with a mask and keep a distance of 1.5 metres.
The meeting organiser and the building administrator is required to provide meeting participants with hand disinfectant and disposable gloves.
DZP has the appropriate experience and competence to support our clients in ensuring that the organisation of meetings complies with applicable laws and provides the maximum level of security for participants. We are also available to prepare or issue an opinion on the rules of procedure for meetings that may be attended via distance communication. In light of the above, we will also be happy to support you if you are planning to hold a meeting in the coming weeks.
From 25 May 2018 the General Data Protection Regulation (GDPR) applies in Poland and other European Union countries. We would therefore like to give you several details on the subject of how DZP processes personal data.
The administrator of the personal data is Domański Zakrzewski Palinka Sp.k. (“DZP”; address: Rondo ONZ 1, 00-124 Warszawa). Data are processed for contact purposes and to impart information on changes to provisions and authority practices and on other issues, including events concerning day-to-day legal, economic and cultural issues, inter alia, by sending DZP newsletters. The above is carried out on the basis of legitimate interests, i.e. in accordance with art. 6(1)(f) of the GDPR. Data can also be processed where necessary for the conclusion or performance of a contract and for compliance with a legal obligation to which DZP is subject, i.e. pursuant to art. 6(1)(b) and (c) of the GDPR. Data can be transferred to entities with whose help DZP achieves the indicated aims, including entities maintaining IT infrastructure. Giving data is voluntary and in contractual relations is a requirement for concluding and performing a contract. It is possible to object to data processing, request access to, rectification and erasure of personal data or restriction of processing and data portability. Data are kept until an objection is made, and in contractual relations – throughout the term of the contract and thereafter for a period specified in provisions on archiving and limitations period for claims. Anyone has the right to file a complaint with the President of the Personal Data Protection Office. Questions concerning privacy at DZP can be sent to DZP’s Data Protection Inspector, Macieja Maciejewskiego, at: email@example.com.
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